BRIDGETOWN–The bat­tle for Banks Hold­ings Lim­it­ed (BHL) is over and the win­ner is AB In­ter­Brew's ma­jor Brazil­ian sub­sidiary, Am­Bev.

Ac­cord­ing to a share­hold­ers cir­cu­lar is­sued by the BHL board on Fri­day, Am­bev, through its sub­sidiary SLU Bev­er­ages ac­quired just over 50 per cent of the shares in the Bar­ba­dos brew­ery last week when it agreed to pur­chase close to 6.5 mil­lion shares at Bds$7.10 on the floor of the Bar­bar­dos Stock Ex­change (BSE).

Once the trades are set­tled, BHL will be­come a part of the world largest Brew­er of beer, An­heuser Busch In­ter­Bev.

Mean­while, ri­val Ansa McAl has giv­en it­self an ex­it strat­e­gy by rais­ing by its of­fer to Bds$$7.20 per share but add by for the first time the con­di­tion that it must get at least 51 per cent off he shares or the of­fer would be re­scind­ed.

Ac­cord­ing to the BHL board, that would be arith­meti­cal­ly and im­pos­si­ble un­less Am­bev sold some of its Banks shares to its ri­val for the com­pa­ny.

That is un­like­ly to hap­pen.

Am­bev's ac­qui­si­tion of con­trol over BHL means it would have pur­chased around two thirds of the 15 per cent of shares so far chang­ing hands on the BSE.

This sug­gests that Ansa has the oth­er five per­cent, which when added to its shares ac­quired from the pur­chase of Blue Wa­ters Hold­ings, would bring its stake in BHL to around 18 per cent at present.

The BHL cir­cu­lar ad­vis­es re­main­ing share­hold­ers not to pledge their shares to Ansa, stat­ing that the re­quire­ment for 51 per cent was un­at­tain­able, and in­stead it should sell to Am­Bev, which it di­rec­tors were do­ing with their own shares.

In its most re­cent of­fer for the BHL shares, which is dat­ed De­cem­ber 2, Ansa McAl var­ied its of­fer by in­creas­ing the price set to Bds$7.20 for each com­mon share and by stat­ing "it may be with­drawn by the Of­fer­or if an ag­gre­gate num­ber of Com­mon Shares rep­re­sent­ing not less than fifty one per cent (51 per cent) of the Com­mon Shares that are out­stand­ing and not al­ready owned by the Of­fer­or are not ten­dered to the Of­fer."

The of­fer was open for ac­cep­tance un­til Jan­u­ary 11, 2016.

In its cir­cu­lar, the BHL board clear­ly con­sid­ered this new con­di­tion to be a game-chang­er. It said: "The AMC Amend­ed Of­fer No 3 in­tro­duces, for the first time, a con­di­tion of a min­i­mum re­quire­ment of shares to be ten­dered to AMC."

It con­tin­ued: "Due to the trades on the floor of the BSE on De­cem­ber 2 and 3, 2015, SLU on set­tle­ment will con­trol just over 50 per cent of the out­stand­ing share cap­i­tal of BHL. This means that the con­di­tion in­tro­duced by AMC in the AMC Amend­ed Of­fer No 3 can­not be sat­is­fied un­less SLU de­cides to sell shares it al­ready owns to AMC. We have no in­for­ma­tion to sug­gest that this is fore­see­able."

Added the cir­cu­lar: "It is now arith­meti­cal­ly im­pos­si­ble for AMC and its af­fil­i­ates to ac­quire 51 per cent of the shares in BHL with­out a sale of shares to them by SLU.

"The in­tro­duc­tion of the new con­di­tion by AMC in re­spect of the min­i­mum share per­cent­age re­quire­ment there­fore pro­vides a means for AMC to ex­it from their in­tend­ed take-over of BHL."

Fi­nal­ly, the BHL di­rec­tors' cir­cu­lar ad­vised: "Share­hold­ers who may have al­ready ten­dered their shares to AMC should there­fore now with­draw their shares us­ing the pro­ce­dures pro­vid­ed for such in the AMC take-over bid cir­cu­lars, there­by en­abling them to ac­cept the rec­om­men­da­tion above or such oth­er op­tion they deem ap­pro­pri­ate."